Greatbatch, Inc. (NYSE:GB) today announced that its Board of
Directors has approved the spin-off of QiG Group, LLC, which will
convert into Nuvectra Corporation prior to the completion of the
spin-off (“Nuvectra”), in the form of a tax-free pro rata dividend
involving the distribution of all of the outstanding shares of
Nuvectra common stock to holders of Greatbatch common stock. Under
the approved terms of the spin-off:
- Nuvectra common stock will be distributed on March 14, 2016 to
Greatbatch stockholders of record as of the close of business on
March 7, 2016, the record date for the spin-off.
- Greatbatch stockholders will receive one share of Nuvectra
common stock for every three shares of Greatbatch common stock
held.
Nuvectra is a neuromodulation medical device company initially
focused on the development and commercialization of a
neurostimulation technology platform for treatment of various
disorders through stimulation of tissues associated with the
nervous system. The Algovita spinal cord stimulation system is the
first application of this neurostimulation technology platform and
has received FDA approval for the treatment of chronic pain of the
trunk and limbs.
“This announcement marks an important milestone in Greatbatch’s
strategy of developing complete active implantable medical device
systems for our customers,” said Thomas J. Hook, president and CEO
of Greatbatch. “This spin-off reaffirms Greatbatch’s commitment to
ensuring its strategic priorities remain aligned with stockholders’
best interests while continuing to create enhanced value for
customers, healthcare providers and other key stakeholders.”
Immediately after the spin-off is completed, Nuvectra will be an
independent publicly traded company and neither company will have
any ownership interest in the other. Nuvectra’s common stock will
be listed on the Nasdaq Global Market (“NASDAQ”) under the symbol
“NVTR.”
Distribution of Nuvectra Shares to Greatbatch
Stockholders
Greatbatch stockholders of record as of the close of business on
March 7, 2016 will be entitled to receive one share of Nuvectra
common stock for every three shares of Greatbatch common stock
held.
No action is required by Greatbatch stockholders to receive the
shares of Nuvectra common stock in the spin-off. Greatbatch
stockholders will not be required to pay anything for the Nuvectra
shares or to surrender any shares of Greatbatch stock. The
distribution will be made in book-entry form only.
Fractional shares of Nuvectra common stock will not be
distributed in the spin-off. Any fractional shares of Nuvectra
common stock that would otherwise be distributed to Greatbatch
stockholders will be aggregated and sold in the public market by
the distribution agent. The aggregate net proceeds of these sales
will be distributed ratably as cash payments to the stockholders
who would otherwise have received fractional shares. These cash
payments will be taxable to those stockholders.
Greatbatch expects that, for U.S. federal income tax purposes,
the distribution of the Nuvectra common stock will be tax-free to
Greatbatch and to its stockholders, except for any cash received in
lieu of fractional shares. Stockholders should consult their tax
advisors with respect to U.S. federal, state, local and non-U.S.
tax consequences of the spin-off of Nuvectra.
Trading of Greatbatch and Nuvectra Common
Stock
There is currently no market for Nuvectra common stock. Nuvectra
expects its common stock to begin trading on a “when-issued” basis
shortly before the March 7, 2016 record date under the ticker
“NVTRV.” “When-issued” trading of Nuvectra common stock will
continue until the distribution occurs. On March 14, 2016, Nuvectra
common stock will begin “regular-way” trading on NASDAQ under the
symbol “NVTR.”
Beginning on or around the record date and continuing up to the
distribution date, it is anticipated that there will be two ways to
trade Greatbatch common stock – either with or without the right to
receive shares of Nuvectra common stock in the spin-off
distribution. Stockholders who sell their shares of Greatbatch
common stock in the “regular-way” market (that is, the normal
trading market on the New York Stock Exchange under the symbol
“GB”) after the record date and prior to the distribution date will
be selling their right to receive shares of Nuvectra common stock
in connection with the spin-off. If an “ex-distribution”
market is established, stockholders may also trade their shares of
Greatbatch common stock ex-distribution (that is, without the right
to receive the shares of Nuvectra common stock in the distribution)
prior to the distribution date.
Investors are encouraged to consult with their financial
advisors regarding the specific implications of buying or selling
Greatbatch or Nuvectra common stock prior to the completion of the
spin-off.
The completion of the spin-off is subject to the satisfaction or
waiver of a number of conditions, including Nuvectra’s Registration
Statement on Form 10 being declared effective by the U.S.
Securities and Exchange Commission, Nuvectra’s common stock being
accepted for listing on NASDAQ, the receipt of an opinion from
Greatbatch’s third party tax advisor confirming the tax-free nature
of the spin-off transaction, and other conditions described in
Nuvectra’s Registration Statement on Form 10. Greatbatch
expects that all conditions to the spin-off will be satisfied by
the distribution date.
The Registration Statement on Form 10 includes material
information regarding the spin-off and Nuvectra’s business
following the spin-off.
Nuvectra’s management team plans to host investor conferences
beginning on March 2, 2016 and concluding the following week to
present the company’s management team, strategy, competitive
positioning and outlook.
Piper Jaffray & Co. is acting as financial advisor and
Hodgson Russ LLP is acting as legal counsel to Greatbatch for the
spin-off.
Forward-Looking Statements
This release contains statements relating to future actions and
results, which are “forward-looking” statements within the meaning
of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. These statements may be
identified by the use of words like “expects,” “will,” “believes,”
“intends,” “estimates,” or other words of similar meaning.
Forward-looking statements are not guarantees of future performance
and are based on assumptions and expectations of future events that
may not be realized. Forward-looking statements are subject to
inherent risks and uncertainties that could cause actual results to
differ materially from current expectations, including, but not
limited to, the fact that the spin-off distribution may not be
completed as anticipated or at all and that delays or difficulties
in completing the spin-off may be experienced; market conditions in
general and those applicable to the spin-off; factors affecting the
expected timeline for completing the spin-off; the effect the
spin-off may have on Greatbatch’s stock price; the risk that the
anticipated benefits from the spin-off may not be fully realized or
may take longer to realize than expected; and the risk that the
conditions precedent for the completion of the spin-off are not
satisfied. Greatbatch refers you to the documents that it
files from time to time with the U.S. Securities and Exchange
Commission, such as its reports on Form 10-K, Form 10-Q and Form
8-K, as well as the “Risk Factors” section of Nuvectra’s
Registration Statement on Form 10, for a discussion of these and
other risks and uncertainties. Except as required by applicable
law, neither Greatbatch nor Nuvectra undertakes any duty
to update any such forward-looking statements as a result of future
developments or new information.
About Greatbatch, Inc.
Greatbatch, Inc. (NYSE:GB) is one of the largest medical device
outsource (MDO) manufacturers in the world serving the cardiac,
neuromodulation, orthopaedics, vascular, advanced surgical and
portable medical markets. The company provides innovative,
high quality medical technologies that enhance the lives of
patients worldwide. In addition, it develops batteries for high-end
niche applications in energy, military, and environmental markets.
The company’s brands include Greatbatch Medical, Lake Region
Medical and Electrochem. Additional information is available at
www.greatbatch.com.
In October 2015, Greatbatch, Inc. completed its acquisition of
Lake Region Medical, with the combined company expected to be
renamed Integer Holdings Corporation later this year following
stockholder approval.
CONTACT:
Investor Relations Contact:
Anthony Borowicz
tborowicz@greatbatch.com
tel 716-759-5809
Media Contact:
Christopher Knospe
cknospe@greatbatch.com
tel 716-759-5727
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